LEGAL COUNSEL BENEFITS
Working with your legal team, TechVM establishes standards based agreements for use with (distributors, VARs, manufacturer representatives, hardware providers, software providers, COTs providers, integration service companies, etc.). TechVM develops a comprehensive framework that clearly defines partnership business and technical terms, enabling the legal department to focus on minimizing risk, rather than resolving business and technical issues.
KEY FOCUS AREAS INCLUDE
LICENSE RIGHTS & RESTRICTIONS
- Provide a first past review, validating the parties are aligned and clearly understand their rights and restrictions and are capable of complying.
- Form of deliverables.
- Source code, RTL, Verilog, etc.
- Object code, linkable libraries, executable, etc.
- Modifications made to deliverables and derivative works.
- Shared confidential information.
- Development and usage rights.
- Modify and create derivative works.
- Link and otherwise embed deliverables into larger projects.
- Limited to stated criteria (processors, applications, target markets, etc.).
- Distribution rights.
- Rights to share deliverables with global site locations, consultants, etc.
- General public or limited to named parties (fellow licensees, named customers, etc.).
- Form: encrypted, embedded executable, linkable library, object code, source code, RTL, Verilog, etc.
- Compliance requirements.
- Confidential information handling requirements (encryption, access tracking, etc.).
- Proprietary requirements (passing test programs, supplier certification, etc.).
- Open source requirements (source code available to recipients, copyright acknowledgement, etc.).
- Plan and drive highly technical multi-party development and sales programs that:
- Align partners to needs of the company and confirm the parties are in alignment.
- Set sales and development goals and expectations.
- Clearly delineate responsibilities, detail cross-dependencies, and validate timelines.
- Document risks and contingencies.
- Detail upfront and recurring payment obligations and schedules associated with manufacturing, royalties, etc.
- Reward incentives(SPIFs, margins & commissions, program bonuses, etc.)
- Logistics and cost responsibilities associated with inventory management, warehousing, taxation, delivery, and returns.
- Forecast return on investment for each partner/program, detailing a statement of cash flows, including:
- Forecasted revenues.
- Upfront license fees and one-time development expenses.
- Recurring expenses associated with royalties, manufacturing, warranty, maintenance, and support.
ACQUISITIONS & DIVESTURES
- Identify technology building blocks within planned divisional divestures and acquisitions.
- Summarize the impact divesture or acquisition will have on the rest of the organization and manage the fallout, including contract assignments and technology acquisitions.
BUSINESS & FINANCE DETAILS
- Sales goals and reward payments (commission, margin, SPIF, etc.) and calculations.
- Details on the means used to measure and reward performance.
- Payment to suppliers tied to satisfactory acceptance of deliverables.
- Documented statement of cashflows between parties.
- Royalty tracking, logistics, and reporting.
- Logistics and cost responsibilities (inventory management, shipping, taxation, returns, etc.).
- Preferred partner detailed commercial terms.
- Sell company products as the preferred solution.
- Restrictions on selling and utilizing competitor products.
- Inventory management requirements.
- Allocation of minimum support resources.
- Pricing guarantee.
- Training and support requirements.
- Risk assumption associated with infringement.
- Term and termination details
- Review and author engineering engagement plans, SOWs, RFPs, RFIs, product specifications, schedule of deliverables, and other related documents, validating agreement on technical details.
- Engineering details.
- Processor/memory utilization.
- Sampling rate, sampling resolution, I/O bandwidth.
- Compliance with industry standards.
- Documentation, coding standards, and style guide compliance requirements.
- Development schedules.
- Quality, warranty and upgrades.
- Quality, bug fixes, and warranty.
- Maintenance and minor feature enhancements.
- Upgrades and major feature enhancements.
- Delivery and Acceptance:
- Criteria which deliverables must comply with.
- Process by which deliverables will be evaluated for passing acceptance.
- Timelines for delivery acceptance or rejection, and process by which rejected deliverables will be corrected for acceptance resubmission.
- Analyze how technologies are compiled, assembled, and linked to assess compliance requirements of partner and open source licenses; and provide recommendations for achieving compliance if not.
- Develop and implement compliance processes for handling highly confidential information, including tracking access, encryption, and other handling requirements.
- Evaluate partners ability to comply with safeguarding confidential materials and put in place processes and systems to monitor compliance.